As filed with the Securities and Exchange Commission on April 24, 2002
Reg. No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0854886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1061 East Indiantown Road
Jupiter, Florida 33477
(Address of Principal Executive Offices) (Zip Code)
PHOTRONICS, INC.
2000 STOCK PLAN
(Full title of the plan)
James A. Eder
Vice President, Secretary and General Counsel
PHOTRONICS, INC.
1061 East Indiantown Road
Jupiter, Florida 33477
(Name and address of agent for service)
(561) 745-1222
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Amount
Title of each Amount Maximum Aggregate of
Securities to to be Offering Price Offering Registration
be Registered Registered(3) Per Share Price Fee
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Common Stock, 1,500,000 $34.04 (1) $51,060,000 $4,697.52
Par Value shares
$.01 (2)
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"). The Proposed Maximum Offering Price is
based on the average of the high and low sale prices of the Common Stock of
the Registrant as reported on the NASD National Market on April 22, 2002.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) This Registration Statement relates to the registration of an additional
1,500,000 shares of Common Stock, $0.01 par value, of Photronics, Inc. (the
"Company") to be offered pursuant to the Company's 2000 Stock Plan. The
Company has previously filed a Registration Statement on Form S-8 with the
Securities and Exchange Commission on July 21, 2000 (File No. 333-42010)
(the "Original Registration Statement") which related to the registration
of 1,000,000 shares of the Company's Common Stock offered pursuant to the
Plan, the contents of which Original Registration Statement are
incorporated herein by reference.
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PART II
INFORMATON REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information filed by Photronics, Inc. (the "Registrant" or
"Photronics") with the Securities and Exchange Commission (the "Commission") is
incorporated herein by reference:
1. The description of the Registrant's common stock included in its
Registration Statement on Form 8-A, dated March 31, 1987:
2. Annual Report on Form 10-K for the fiscal year ended October 31, 2001,
as amended;
3. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
2002;
4. Current Report on Form 8-K, dated December 13, 2001;
5. Current Report on Form 8-K, dated March 11, 2002;
6. Current Report on Form 8-K, dated April 4, 2002;
7. Registration Statement on Form S-8, File Number 333-42010, which was
declared effective by the Commission on July 21, 2000.
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents with the Commission. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under applicable Connecticut law, the Registrant shall provide for
indemnification of its directors, officers, employees and agents. Applicable
Connecticut law requires the Registrant to indemnify a director against
judgements and other expenses of litigation when he is sued by reason of his
being a director in any proceeding brought, other than on behalf of the
corporation, if a
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director is successful on the merits in defense, or acted in good faith and in a
manner reasonably believed to be in the best interests of the corporation, and
in all other cases that his conduct was at least not opposed to the best
interests of the corporation, or in a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In a proceeding brought on
behalf of a corporation (a derivative action), a director is entitled to be
indemnified by the corporation for reasonable expenses of litigation, if the
director is finally adjudged not to have breached his duty to the corporation.
In addition, a director is entitled to indemnification for both derivative and
non-derivative actions, if a court determines, upon application, that the
director is fairly and reasonably entitled to be indemnified. Finally, the
Registrant maintains director and officer liability insurance which provides
insurance for the Registrant's directors and officers in connection with claims
brought against them in their capacity as such with the Registrant.
Article Ninth of the Registrant's Certificate of Incorporation limits
directors' monetary liability for actions or omissions made in good faith, which
are later determined to be a breach of their duty as directors of the
Registrant. Article Ninth does not eliminate or limit a director's liability for
breaches of fiduciary duty for actions or omissions which (i) involved a knowing
and culpable violation of law; (ii) enabled a director or an associate (as
defined in the Act) to receive an improper personal economic gain; (iii) showed
a lack of good faith and conscious disregard for his duty as a director under
circumstances where the director was aware that his actions created an
unjustifiable risk of serious injury to the Registrant; (iv) constituted a
sustained and unexcused pattern of inattention that amounted to an abdication of
his duty; or (v) involved the improper distribution of Registrant assets to its
shareholders or an improper loan to an officer, director or 5% shareholder.
Article Ninth also does not preclude suits for equitable relief, such as an
injunction, nor would it shield directors from liability for violations of the
federal securities laws. Moreover, Article Ninth does not limit the liability of
directors for any act or omission that occurred prior to the date the Article
became effective and does not limit the potential liability of officer-directors
in their capacity as officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are set forth
below in the Exhibits Index.
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
A. (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement (or the most recent post-effective amendment
thereto); and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post- effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered
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therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling person of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Brookfield, State of Connecticut, on the 24th day of
April, 2002.
PHOTRONICS, INC.
By /s/ Daniel Del Rosario
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Daniel Del Rosario
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints James A. Eder and Sean T. Smith, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys- in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, their substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ------ ------
/s/ Constantine S. Macricostas Chairman of the Board of April 24, 2002
---------------------------- Directors and Director
Constantine S. Macricostas
/s/ Daniel Del Rosario
---------------------------- Chief Executive Officer April 24, 2002
Daniel Del Rosario and Director
Vice President/Finance and April 24, 2002
/s/ Sean T. Smith Chief Financial Officer
--------------------------- (Principal Financial and
Sean T. Smith Accounting Officer)
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Signature Title Date
---------- ----- ----
/s/ Walter M. Fiederowicz Director April 24, 2002
---------------------------
Walter M. Fiederowicz
/s/ Joseph A. Fiorita, Jr. Director April 24, 2002
----------------------------
Joseph A. Fiorita, Jr.
/s/ Willem D. Maris Director April 24, 2002
----------------------------
Willem D. Maris
/s/ Michael J. Yomazzo Director April 24, 2002
----------------------------
Michael J. Yomazzo
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Photronics, Inc. 2000 Stock Plan
as amended at the annual meeting of
shareholders on March 20, 2002.
5.1 Opinion of James A. Eder, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of James A. Eder, Esq.
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained on the
Signature Page of this Registration
Statement).
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